Sharing Desire
by Ren the Umbreon
Summary: Ok, so I have decided to start a new series of fanfics focusing on my favorite little pony, Fluttershy! Yes, there will be some sex, well, mostly sex. Yeah, anyway, enjoy:3
1. Chapter 1

Sharing Desire- The beginning

Chapter one.

Twilight Sparkle rummaged through the old library, searching for new books to read, and new spells to learn. Dust flew up from the rarely used cellar door as it creaked open, revealing he dark passage underneath.

"There just _has_ to be a spell book in here somewhere!" The unicorn pony descended the staircase, using one of her spells to light the way. Brushing a cobweb away, she saw that there was a bookshelf on the far wall, almost hidden, behind the stacks of boxes and other assorted pony merchandise.

"Aha! That _must_ be where the magic books are!" Excitedly, she ran over and began flipping through, page after page, but there wasn't a single incantation to be found! Dissapointed, Twilight plopped down and groaned.

"Ugh...how am I supposed to learn about magic, without any magic books?" Turning to leave, she saw something strange. There was another book on the shelf.

"Hey..I was sure I went through all of them..where did this one come from?" She lifted it up with her magic and looked at the cover. It was faded, and the title was too far gone to read, so she began to flip through the pages. It started off rather normally, but the spells and illustrations with them seemed to be becoming more...vulgar.

"Oh my...this is...um..." Twilight began to blush and flipped faster, hoping to pass all of the spells by, but they only seemed to get worse. Eventually, she slammed the book shut, and set it back on the shelf.

"How could something like that have gotten in here!? That was disgusting! But...if i want to learn everything about magic...shouldn't I know about... all of the different kinds?" Curiously, she picked the book back up and opened to a random page. On it was a picture of what looked like a female pony, with one visible between her hind legs was a male penis. Seeing this, Twilight began to blush harder, and was about to put the book back when she heard a knock on the door.

"Oh no, I can't let anypony else see this book...um..." She heard another knock, and without any further thought, she shoved it into her pack and rushed up the stairs to the door.

"T-twilight? Are y-you home?" It was Fluttershy.

_"Oh man, I forgot! I asked Fluttershy over to help me practice my spells!" _She couldn't very well leave her standing out there, so she opened the door to the library and let her in.

"H-hi Fluttershy, thanks for coming over, but I realized that..I..um...have to go to the place! Yeah! The place with the...um..thing!" She began to push her out the door, but she stopped when she heard a thump.

"W-what was that Twilight?" Fluttershy peeked over her shoulder, and saw that a book had fallen from Twlights pack. "you dropped y-your book" It had fallen, and landed open to the very same page Twilight had been looking at before. "Oh Dear...I...Um..." Fluttershy's face turned a bright shade or crimson and she looked away awkwardly.

"Im so sorry Fluttershy, I found that book by accident and I didn't want anypony else to see it..." Oddly, the pegasus seemed to have gotten over her initial shock and was looking at the book out of the corner of her eye.

"You said you w-wanted help with your spells, right?... I wouldn't mind i-if you wanted to practice some of t-these on me.."

Twilight was shocked, Fluttershy, the shyest and most innocent pony, well, anywhere, wanted to take part in these, inappropriate spells. "Are you sure?, I've never done any of these before"

"It's ok Twilight, I trust in your magic, I know you can do anything" She seemed almost, excited.

"Well, ok, I guess we could try one or two. Did..did you see any that you thought I should try?" She looked at the book, and blushed again.

"Well, actually, this one looked interesting." The Pegasus pointed to the spell the book had opened to, with the herm pony.

"Well, ok, here goes nothing." Twilight looked at the spell, and began to focus, her horn glowing with magic. Fluttershy looked at the light, and waited for something to happen.

"Ngh! Is anything h-happening Fluttershy?" Twilight was getting tired, because the spell was taking so much of her energy.

"I-I dont think so, maybe It's not workin- oh!" Fluttershy lifted off the floor of the library, and started glowing the same color as Twilights horn. Just like in the picture, a long male penis started growing from between her hind legs, it grew and grew, until it was almost a foot in length. Exhausted, Twilight fell to the floor, and looked up to see Fluttershy, standing and trying to see what had happened. "D-did it work?"

Twilight gasped and stared at the appendage between her friends legs. "It's..It's..."

Fluttershy finally got a look at it. "Ginormous!" She looked for a moment, and began to walk towards Twilight, with an odd look in her eye, almost like she was in a trance. Seeing this, Twilight began to back away nervously.

"Um, Fluttershy, w-what are you doing?" The Unicorn kept moving backwards, until she tripped over something and landed on her back. The book of spells lying in front of her. Just below the spell, she could make out the words, "CAUTION! Use of this spell may cause the target to experience uncontrollable lust"

Too scared to move, Twilight tried to talk her friend out of whatever she was planning to do.

"Fluttershy... just hold on and I-I'll see if I can reverse the spell, ok?" Fluttershy wasn't listening. She slowly walked over, and stood directly over the cowering Twilight, her new cock lying against the unicorns belly. She slowly rubbed it up and down, and letting out small squeals of pleasure.

Twilight was not so enthusiastic about this. "Fluttershy! W-what are you doing!" She tried to back away, hoping that Fluttershy would come to her senses.

Fluttershy placed her hooves on Twilights arms, pinning her down.

"I..o-oh..I'm sorry Twilight..but...this feels so good.. " Fluttershy reached down and rubbed Twilights private area, and massaging the pussy that was concealed beneath her purple coat.

"Oh! Fluttershy, please don't..." Twilight squirmed around, trying to escape, but she couldn't, no matter how hard she tried. Either the spell also increased strength, or taking care of animals was a really good workout.

"Please don't move away Twilight, I..I need to do this.." Slowly and carefully, she guided her cock into Twilights tight entrance. Still being a virgin, Twilight was afraid that she wouldnt be able to take all of it in.

Seeing that things seemed to be going Fluttershy's way, Twilight gave in. "Could you please be gentle F-fluttershy?" The unicorn ceased her feeble attempts to escape, and submitted to her friend.

Fluttershy nodded, and began to push farther into Twilights virgin pussy, stretching it slightly. Twilight had read somewhere that it is quite painful when you lose your virginity, but she was about to experience it firsthand.

In one swift motion, Fluttershy thrusted into Twilight, tearing through her barrier and making her scream as her virginity was taken. "Nnh..Fluttershy...that hurt..a lot.." She whimpered and let a few tears run down her face as the pegasus above her pulled back out almost all the way, and began thrusting, slowly at first, but soon picking up the pace.

"T-twilight, you're so tight around my..my thing...this feels wonderful.." Twilight could only respond with a moan, as she was coming dangerously close to her first orgasm. Fluttershy lifted up her friends hind legs, so that she could thrust deeper, and began moaning herself, drips of pre began to fill Twilight.

This went on for a while, eventually, Fluttershy was thrusting into Twilight at an alarming pace, making the unicorn beneath her moan in delight, her orgasm growing close.

"T-twilght! Something's happening!" Fluttershy began thrusting faster and faster, panting and drooling slightly. Then, suddenly, she pushed all the way in and began to cum in Twilight, filling her and making her stomach bulge slightly. Meanwhile, Twilight was experiencing her very first orgasm. She was moaning so loud it was almost a scream, and her pussy tightened around Fluttershy, making her cum more. The two writhed in sexual pleasure for a few minutes, panting loudly and moaning, until Fluttershy's amazing orgasm ceased.

After a while, the two calmed down. Twilight came down from her orgasm high, and looked up at Fluttershy. "Uh.. do you think you could um...let me up now?"

"Oh! Of course!" Fluttershy pulled out with a plopping noise, and sat down on the floor in front of Twilight. "Im very sorry about that Twilight...I don't know what came over me."

Twilight sat up too, and looked into Fluttershy's eyes. "That's ok Fluttershy, I...I really liked it. Do you...think we could um...do that again sometime?" Twilight blushed and stared at the floor.

"Oh yes Twilight! I liked it too!" She leaned in, and kissed Twilight on the lips, and after a few seconds, she kissed back. The two kept makng out for a few minutes, until Fluttershy stood up.

"Fluttershy, do you want me to reverse the spell? You can't go around town with.. that!"

She bagan to flip through the book, but realized something. The page after the one they had read, was missing!

"Oh, I guess I..I um ..can't reverse it. Sorry Fluttershy"

"No, It's fine Twilight, I think i can manage with it.."

The two shared another kiss, and Fluttershy turned and walked out the door.

Later~

Fluttershy walked into her house, and took the small pece of paper from her backpack. Un-folding it, she read, "Herm reversal spell"

"It's a good thing Twilight didn't see this!" And with that, she threw it into the fire place, and went to bed.

The end.

Well, that was my first Pony Fanfic. I hope you all like it. And for any of my 4 fans that are reading this, no, I did not give up on my series, Sam and Ren, I am currently experiencing some difficulty and havent been able to finish any new chapters. I hope I can get that project moving along soon enough.

Anyway, Ren the umbreon, signing off.

*boop*


	2. Chapter 2

So, I hope you are all enjoying my first pony fic/ first lemon.I guess it's pretty different from my usual work, but I have been putting a lot of thought into a storyline and I think that you will all be pleasantly surprsed with how this all turns out, Anyway, its time for...*drumroll*

Sharing Desire, chapter 2.

Even after what had happened with Twilight Sparkle and the mysterious spellbook, Fluttershy's life went on pretty much the same as it had before. She took care of the animals, she spent time with her friends, and, well, thats about it. Thats all she ever did. An event like that would probably change a pony in some big dramatic way, but not this pegasus. In fact, nopony, with the exception of Twilight knew about her... new addition, as it was hidden, just like all of the stallions in Ponyville.

Fluttershy strolled around her back yard, feeding all of the birds and other creatures that resided there. As she finished giving the family of squirrels that resided in her tree a large supply of acorns, who should arrive but our favorite fashonista, Rarity.

"Oh Fluttershy Dear!" She trotted up the path and knocked on the front door with her hoof. "Are you home?"

"Oh yes, I'll be right there!" She galloped into the main room, and let the door swing open. rarity greeted her with a kiss on the cheek and walked in. "Oh, hello Rarity, is there anything I can do for you?", Fluttershy asked as she slid a bowl of salad to Angel, who promptly kicked it into the wall.

"Actually yes! I was hoping you would help me with a dress, all of my mannequins are missing, and I have absolutely no idea where they could have gone!"

**Meanwhile, at sugarcube corner**

Five life sized plastic ponies were gathered around a table, laden with sweets and punch. A certain pink Mare was seated at the head of the table, staring off into the distance.

"Nah, it's no fun without rocks and turnips"  
****************************************************************************

**Back at Fluttershy's cottage**

"Oh of course I'll help, thats what friends are for"

And so, the adventure continues at the magnificent house, of Rarity!

"Thank you again Fluttershy, you have no idea how much this means to me." Rarity spoke as she worked, stitching and sewing, and..stitching.(I dont know a lot of words to describe making a dress)

Fluttershy would have replied, had she not been holding what she thinks must have been the heaviest pincushion in the world. Knowing Rarity, it was mafe from, oh, Diamonds or something. She nodded and murmured something back, and let her Unicorn friend continue working.

A few hours later, Fluttershy was still standing on the pedestal at the center of the dress shop.

_"Maybe all of the mannequins ran away, because they got so bored"_ Fluttershy giggled at her thoughts, but remained standing straight and tall. (As she had learned from being a model)

Rarity continued working, and working, Fluttershy was impressed, how could anyone focus that intensely for that long. She was truly a professional. every once in a while, Rarity would mutter something, "No no no, thats not right", or "Oh, this fabric is simply divine!"

It was now sundown, and Rarity was putting the last touches on the dress. All of the work that she had out into it had been worth it. It was even more amazing than the one she had made herself for the Grand Galloping Gala. It was *insert amazingly beautiful dress description here*. Of course, as it was a dress, it was designed for female ponies, or at least, ponies lacking male attributes.

To make sure it fit properly, Rarity was checking all of the straps and buttons. The ones around her forelegs, and the ones around her neck, and the one that went..between the hindlegs.

"Oh? Whats this? Did I miss a stitch? Oh please tell me I didn't" There was a slight deformity in the fabric, just between Fluttershy's legs. What Rarity thought was a mistake in the dressmaking process, was Fluttershy's dirty little secret. She seemed to have been aroused when Rarity began tugging on the straps and whatnot. (or maybe Rarity is just sexy, but thats just one persons opinion)

Rarity's horn glowed a soft blue, and the dress was lifted from the yellow pegasus, which meant, of course, that a certain appendage was now in plain sight.

Rarity's jaw literally hit the floor, and she stood speechless for a few moments. Finally, she was able to get out, "Fluttershywhatonearthisthatt hing?"

Totally shocked, she fell back and landed in a heap, unconcious. Fluttershy, being the outstanding caretaker she is, began working on reviving her. She placed a wet cloth on her forehead and stroked her mane until she came to.

The white unicorn sat up, looked at Fluttershy, and then at her...thing...and back at Fluttershy."I believe you have something to explain dear..." Though she appeared calm on the surface, Rarity was melting down on the inside.

*meanwhile,inside Rarity's head*

Red emergency lights were blaring, along with alarms and a pony on a loudspeaker screaming orders at everyone. The entire building was evacuated, and as soon as everypony was out, it exploded. And then, it exploded again. Wait, can you do that?

*Back in reality*

Fluttershy began to explain what had happened with Twilight, and the spell book. Leaving out, of course, the part where she took the reversal spell and burned it to a crisp, and the part where she and Twilight horsed around. (Pun intended)

"And then you came to my cottage, and invited me over."

Rarity seemed to be making an extreme effort to understand what was going on, but she eventually decided on one course of action.

Taking Fluttershy totally by surprise, she wrapped her hooves around her neck, and began kissing her. Fluttershy was shocked, did Rarity really feel this way about her? Nervously, she began kssing back, their tongues dancing as the massages each others backs. Rarity was evidently growing tired of just kissing, and decided to take the next step. Pushing Fluttershy back into the wall, she began to kiss lower and lower on her body. Fluttershy squeaked and moaned as Rarity got closer to her private place. After what seemed like ages, the moment of truth arrived. Rarity gulped, and stuck out her tongue, giving Fluttershy's shaft a long lick. Moaning, the pegasus reached up, and began to stroke Rarity's mane. The lick was long and slow, and once she was done, she licked again, slightly faster. After these first few experimental licks, she got down to business. Taking the head of Fluttershy`s cock into her mouth, she started bobbing her head, some saliva running out of her mouth and dripping onto Fluttershy`s hind legs.

"O-oh Rarity! T-this feels so strange...and it's wonderful...ohh.."

Rarity sucked faster, and began rubbing her hoof up and down the length of the magnificent cock before her. Fluttershy could feel her orgasm coming on.

"Ah...oh...im...im close Rarity..." The unicorn nodded, and tried to reply, but only gave a garbled moan which just sent more pleasure to Fluttershy. After a few more seconds, Rarity lifted her head and began pumping Fluttershy's cock with her hooves. With a final moan, Fluttershy came, and shot thick ropes of cum all over Rarity.

"Oh, yes..Fluttershy..." The unicorn licked some of the thick white stuff from her hoof. She sat in ecstacy fom a moment, loving the taste of Fluttershy's cum, and then fell back, her hind legs spread. Fluttershy knew what she wanted, and wasn't about to disappoint. She had regained her hardness, and positioned herself over Rarity.

"Oh, Fluttershy, thank you for doing this...it's been so long.."

Fluttershy nodded and readied herself, the tip of her cock lined up with Rarity's wet entrance, gently, she pressed against it, sliding across the lips, but not yet penetrating. Leaning forward, she kisses Rarity again, and at the same time, she thrusted forward into her waiting pussy.

Rarity broke the kiss and threw her head back, moaning as Fluttershy's cock slid into her, deeper and deeper, until all 14 inches were in.

"_Wow, Rarity is surprisingly...loose..." _Fluttershy thought as she began to slide out. Just as she was almost entirely out, she pushed back in, fast. Rarity let out a squeal on delight, an begged her to keep going, so she did. She would pull out slowly, and shove back into her fast, and hard. After a few minutes of this, Rarity had her first orgasm on the night, which just made less friction for Fluttershy. Now, she decided, was the time to pick up the pace, and she began thrusting in and out faster, rocking Rarity back and forth. Fluttershy lifted herself up onto her hindlegs so she could get even deeper. This caused Rarity to tighten her pussy, which in turn sent Fluttershy over the edge.

"Rarity..im gonna..gonna..."

"Yes Fluttershy! I want you to cum in me!"

Oveying her orders, she pushed in all the way, and let loose a torrent of cum, so much, in fact, that some instantly sprayed from Raritys pussy, and landed on Fluttershy. But it didnt stop there, she kept cumming, enough that Rarity's belly bloated a little from all the liquid. Finally finished, she pulled out, and let her cock rest on Rarity's now bloated belly.

Sexily, Rarity looked up at her. "Would you like a drink dear?" She massaged her swollen stomach, making a stream of cum leak from her sopping pussy. "Don't let it all go to waste"

Fluttershy leaned down, and began licking and sucking at her pussy, loving the sweet, salty taste of her own cum. Soon, Rarity was back to her normal size, and standing.

"Fluttershy, you are welcome to stay the night if you wish."

"Oh no, i'm sorry, but I have to get home. Although I would like to place an order. If you could make me the outfit here," she held up a picture, "I would most appreciate it."

"Oh, yes, anything for a friend Fluttershy, but as you can expect, I simply must go and take a bath"

"Goodnight Rarity" She turned to leave, setting the picture on the table.

"Goodnight Fluttershy"

Meanwhile, back at sugarcube corner

Lying in a pile were 4 broken pony mannequins, and beside them, a certain pink mare, curled up in a ball.

"P-please don't hurt me..I wasn't trying to replace you"

At the other side of the room, was a sack of flour, a pile of rocks, a bucket of turnips, and a ball of lint. Each one holding a baseball bat. They meant business

As Fluttershy strolled back to her cottage, she laughed to herself. "Part two was a complete success"

Ren: Well, there you go. Chapter two is finished. This one took me a while, but i have nothing else to do. You see, I have injured my knee, so I spend most of my time on a couch. On the plus side, I get to miss 4 weeks of gym class!

Madame LeFlour: Bonjour, I vould like to make eet clear, ve did not 'urt ze pinkie pie. Zat vos just a joke zat Ren came up vith.

Ren: Right, merci Madame LeFlour. Well, Ren the umbreon, signing off

*boop*


	3. Chapter 3

Dear Everyone

Those of you who have been reading my stories have no doubt noticed that my posts are less than consistent. Im sure you are all worried that my stories will never get updated, so I would like to take this time to tell you a few things. It might take a long time, but they will be finished. I love writing too much to just abandon it, but certain events in my life right now have left me without a lot of time to work on this story. I have, however, developed what I believe is a magnificent plot that I hope to develop through the next few chapters of Sharing Desire.

Sincerely, Ren the Umbreon

~A few days after Fluttershy's encounter with Rarity~

Fluttershy was in her cottage, safe from all the dangers lurking in the outsidde world. Even after previous events, she lived just like she had before. She kept her home nice and clean, and the animals were well fed and healthy. It was odd though, whereas her top priority was usually the swarms of animals in her home, she seemed to be paying less attention to them lately.

"Well, those are all of my chores for today! I wonder what everyone else is up to?" Fluttershy put away her cleaning supplies and headed out the door, calmly strolling into town. She felt like she was forgetting something, but she couldn't quite put her hoof on it. After wandering through town for a while, she began to notice something strange. Normally, one of her friends would have come up with some crazy scheme, or gotten into trouble, and everyone would work together to find a solution. But, I guess it was a slow day.

"Maybe Pinkie Pie is around here somewhere.."

The yellow pegasus trotted up to Sugarcube Corner, and knocked politely on the door.

"Hello? Is anyone home?" There was no reply. "Oh, well, she must be off somewhere, partying as always. Good for her", she said cheerfully.

Content with this reasoning, she continued walking, but it seemed like all of her friends were gone! Twilights library was locked up, as was Rarity's place. She even took the time to fly up to Rainbow Dash's cloud house, but nopony was anywhere to be found.

"Well, Im sure they have a good reason for being away, and I still haven't checked in on AppleJack." Full of hope, she took off into the air towards Sweet Apple Acres.

As she flew overhead, she could see Granny Smith, the oldest member of the Ponyville Apple Family, sleeping on the front porch. At lease _somepony_ was home. Fluttershy swooped down, and landed, a little clumsily, near the porch.

"Wha? Who's there? Varmints..." Granny Smith was crazy, as usual. Fluttershy made an effort not to wake her as she knocked on the large wooden door.

"Hello?" She whispered. "Is anypony home?" After a few moments of silence, she decided that nopony was home, and turned to leave.

Suddenly, a loud voice boomed from upstairs.

"Fluttershy! S'that you? C'mon up here!" Apparently, Applejack was home.

"Oh! Coming!" Fluttershy opened the door, and glided up the stairs, and into AJ's room. It was nice and tidy, organized, Just the way Fluttershy liked it. Actually, the room wasn't **perfect**. In one corner of the room, was Applejack's bed, and in it, the orange earth pony herself.

"Howdy there Fluttershy! She waved, and winced in pain.

"Oh Dear! Whats wrong Applejack?" Fluttershy dashed over to inspect her friend. As she approached, she saw that both of Applejacks hind legs were heavily bandaged.

"Ah, aint nothin'. There was one real tough lookin' apple tree that needed buckin', an' I got the job done" She beamed with pride, quickly covering her hind legs with a thick, home-made quilt.

*************************Meanwhile, In an apple orchard not far from there************

"I cant believe that one pony can kick that hard..." said the apple tree, as he stood, bent double, clutching his trunk.

******************************Back at the Apple Family Farm**************************

"You're hurt! Is there anything I can do for you?" Fluttershy's natural caretaker was showing through. She immediately set to work, properly elevating AJ's legs, getting her a glass of water, and making sure that she was comfortable.

"Well shucks Fulttershy, thank's fer bein' such a good friend" Applejack sipped her water and relaxed.

"Im just glad that somepony is around for me to talk to. It seems like everypony else left town!"

"Ah, Fluttershy, don't you remember? Twilight said she was gonna take a trip t' Canterlot t'day, and the others thought they'd tag along, 'm surprised you didn't go with 'em"

Fluttershy looked up, as if trying to remember, and realized, that was what she had thought she was forgetting earlier. "Well, it's a good thing I stayed, so I can take care of you." She patted the earth pony on the head. "Are you in a lot of pain?"

"Nah, s'not too bad, ah've jus been layin' back all morning." She leaned back into her pillows and sighed.

"Well, thats nice, If you dont mind, I'd like to stay here for a while, In case you need me for anything."

She sat down and began flipping through a book. After, maybe, half an hour, Applejack fell asleep. Fluttershy finished reading, and went to put it back on the shelf, when something caught her eye. A small handle in the back of the bookshelf, just barely visible. "Oh...I shouldn't be snooping in her things...but...a quick peek couldn't hurt.."

Reaching out, she nudged the handle with her hoof, with a tiny _creak_ it opened, and revealed it's contents to Fluttershy. Inside were several vibrators of different shapes and sizes. "Oh. My. Celestia." Fluttershy's jaw literally hit the floor, followed by the rest of her. "_What is Applejack doing with all of this?" _Sudden imaged of AJ using her "toys" Flooded the Pegasus pony's head, making her slightly more shocked.

"_Oh, I shouldnt be thinking about that..."_

Worried that her friend would wake, she closed the door, and put the books back in place, covering the door handle , she finished just as AJ stirred from her nap.

"Fluttershy? R'you still there?" She sat up as best as she could, considering her legs were broken, and looked for her yellow friend. Still half asleep, she looked around, and saw her sitting in the chair by the bookshelf. As her vision cleared, she saw something...odd...something that made her panic. One of the books on her shelf was moved, the book she had kept in that certain place for a certain reason.

"Um, Fluttershy? I don't s'pose you moved that book by any chance?" She gestured to the book.

By the way the color rushed away from her face, AJ knew she had. It was too late, and she had seen the door. "So...you...you saw what was back in there?"

Pale as a ghost, Fluttershy nodded.

"_Well, I guess the damage is done...but maybe I can make the best of this situation..._" AJ moved her legs, and she yelled out in pain. Seeing her friend in danger, Fluttershy rushed over.

"Oh Dear! Are you ok?" She placed her legs back up on the pillows.

"Y-yeah, but I could use your help with somethin'."

"Of course! What do you need?" She was prepared for anything. Even the craziest request.

(Of course, you all know where this is going)

"Ah need you t'get me something from that...uh...secret shelf, kay?"

Again, all the color left Fluttershy's face, and the rest of her body for that matter. She stuttered and said something along the lines of

"I...um...oh dear..."

Reluctantly, the pegasus reached out, opened the shelf again, and looked inside.

"The thing I need is in the back, in a box..." Applejack was trying hard to supress her grin.

_"I can't believe shes actually gonna do this!"_

Fluttershy pulled a box from the shelf, about 12 inches long, and 3 inches wide. She knew exactly what was inside. Very slowly, she opened it, and held it up for AJ to see.

"Eeyup, thats the one. Just...uh... bring it over here.." She gestured to her bedside.

Slowly, Fluttershy walked over, carrying the box. Gently, she placed it by Applejack, and turned to go, thinking she was able to take care of the...task that needed done, but AJ had other plans.

"Uh...Sugarcube? I might need a lil' bit more help" She lifted herself up so that she was in a sitting position, her hind legs spread in front of her.

Realizing what she had to do, the Pegasus turned back to her friend and picked up the box.  
"A-are you sure you want me t-to do this?"

AJ smiled and nodded, stroking Fluttershy's mane as she did so.

"Ah'd really appreciate it 'f you'd help...it distracts me from my legs, an' how broken they are"

"Well...o-okay.." She reached into the box, and pulled out its contents. A long vibrator, nearly 10 inches long, shaped exactly like a horses...well, you get it. "Do you w-want me to...um...start?" Fluttershy looked really nervous.

Leaning back some, AJ nodded. A moment like this couldn't be anything but akward, no eye contact was made as Fluttershy leaned in, and pressed the end of the vibrator to Applejacks nether region. Looking up, AJ saw that Fluttershy had a look of concentration on her face, her tongue stuck out one side, and her eyebrows tilted.

"Could ya press the button on the back Fluttershy?"

Nodding, she pressed down on a small round button, which caused the toy to begin vibrating with a loud buzzing noise. Applejack bit her lip, and held back loud moans of pleasure, in case anypony were to walk by her room. She was gripping the quilt she was covered up with, and began panting slightly. Fluttershy worked the first few inches of the toy into AJ, pushing in a few inches, only to pull beck out quickly, and start again.

By now, AJ was moaning out loud, and holding the sides of her bed with her hooves. She was getting dangerously close to an orgasm, and she knew it.

"A-ah'm almost there Fluttershy...think ya could push it in a bit farther?"

Not wanting to disappoint her friend, she began working the rest of the long vibrator in. First 5 inches, than 6, 8, and eventually, all of it. Only the end where Fluttershy was holding onto it was visible.

"O-oh yeah, thats it..." Applejack was writhing about on the bed, holding back from cumming just yet. As if to give a hint, she stuck her tongue out and looked at her pegasus friend. She understood, and slowly ducked down, her nose less that an inch from AJ's now stretched opening. Carefully, she reached out ehr tongue and began licking, first around the opening, and then focusing on the earth pony's clit.

That sent Applejack over the edge, and she came, releasing a torrent of sexual fluids over Fluttershys face. The pegasus quickly lapped up what spilled out onto the bed, and cleaned off her face, pulled the toy out, and set it beside the bed.

"How was that Applejack?" Fluttershy leaned in close, inches away from her lips.

Still in the aftermath of an amazing orgasm, the earth pony was unable to talk, but she nodded and closed her eyes, breathing heavily. Fluttershy kissed her on the lips, placed her "things" back on her shelf, and walked out the door.

*Later, at Fluttershy's cottage*

It was late, the moon had risen over the pastel colored land of eqestria, but one pony was still awake. Fluttershy was pacing around her livng room, talking, but nopony seemed to be there. At least, nopony who was able to respond.

"My plan is finally coming together, only a few more days, and it will be complete." She let out one of the most evil sounding laughs in.. ever. "This is perfect, and nopony suspects a thing!"

Still laughing madly, she trotted over to the door which led to the basement, and yelled into it.

"And its all thanks to you!"

*Slam!* She closed the door hard, and went off to bed.

Well, I am officially ashamed of myself. I went way too long without an update. included that final paragraph as a little bit of foreshadowing for what is coming up next. I also think I should mention that this story takes place a few months after the season 2 finale, A canterlot Wedding.

One more thing, origionally, this was going to be a one shot clop-fic, but I carried it further. Not every chapter in going to have sex in it, (sorry if that disappoints anypony.) Im going to build up a nice story arc over the next few chapters, and then the action will begin. Until then, Ren the Umbreon, signing off

*boop*


	4. Chapter 4

Alright everypony. Here is chapter 4. I dont have a lot to say right now, so, enjoy, i guess.

Over the next few weeks, Ponyville seemed to become a small, quiet town. Most of the ponies who lived in town stayed indoors, few were seen outside, and those who were didn't stay for long. Coincidentally, most of the towns population had also, at some point, had as encounter with Fluttershy, and we all know what happens when you run into Fluttershy.

Some changes also occurred in the yellow pegasus herself. She seemed more confidant, and walked proudly around the town like she owned the place. In a sense, she did.

"_I can`t believe it, my plan is finally coming together. Very soon, all of the ponies will love me, and I will control them.._"

As she walked past some of the houses, she saw Thunder Lane, one of the local pegasi, looking out his window. His usual glossy black coat looked faded, as if someone was draining the color, the very life from it. As Fluttershy passed by, he closed the window and retreated into the safety of his home. Chuckling evilly, the pink maned pegasus took off into the air, and began the short flight back to the cottage.

Somewhere else in Ponyville~~

Twilight Sparkle, the first pony to experience Fluttershy's new gift, opened her front door. Her eyes blank and staring, not at all her usual self. Her deep purple coat was now a light lavender, mixed with gray. Suddenly, the white spheres in her head flashed a sickly green/blue color, and she began to walk. She ambled through the deserted town, and many others who had felt Fluttershy's touch, (quite literally) followed suit. Soon, a large number of ponies had joined in, and formed a mass of slow moving gray beings, devoid of any sighs of life.

Back at Fluttershy's Cottage~~

Fluttershy landed gracefully on the grass in front of her house. Normally, a plethora of fluffy creatures would rush out to greet her, but they were acting just as strange as the ponies in town. They all seemed to be hiding in their burrows and trees. Even Angel Bunny was tucked away somewhere, his usually white fur a dirty shade of gray, his bright eyes empty of any emotion.

The pegasus opened her door, and trotted inside, humming to herself. As she neared the door to the basement, (which she rarely entered), she heard a noise, like someone trying to call out, but something was preventing them from making any noise.

Fluttershy opened the door, and at the bottom of the stairs, there was some sort of moving lump. Upon closer inspection, that lump was a pony, bound in ropes, gagged and blindfolded. She struggled to break free of her bindings, but only managed to roll over, a muffled sob escaping the cloth tied around his/her face.

"Well well well, trying to escape again are we? We cant have that."

Fluttershy slowly walked down the stairs, and looked down upon the pitiful creature. Then, quickly, she changed. Her face became twisted with rage and hate. She struck out at the bound pony on the floor with her hoof, hitting it on the back of the head. A dull crack echoed through the basement, and the pony went limp.

Feeling pleased with her work, Fluttershy rolled the unconcious figure back from the stairs, walked up them, and closed the door. With a *click*, it was locked.

"That takes care of that", thought Fluttershy, "Now, where is everypony?"

Just then, somepony knocked at her door. Upon opening it, she saw the mass of ponies, unicorns, and pegasi, all with the same vacant look that had adorned Twilight's face moments before. Each and every pony was faded, to the point that one could barely tell two apart from each other. Rubbing her hooves together evilly, Fluttershy laughed.

"It's time"

Slowly, she lifted up from the ground, not with her wings, but with some form of magic. Her eyes adapted the same color as those of the ponies, green and blue, and an eerie glow formed around her. Not the kind of glow that occurs when a unicorn uses magic, but the kind when dark forces are at work. A jet of light shot from her pupils, and split into hundreds of tiny beams that lit up the area around the cottage. Each beam found a pony, and entered where they had exited Fluttershy. At first, nothing seemed to be happening, but then...

"Yes! It's working!" Fluttershy grinned and glowed brighter, as the ponies felt the effect of the magic. Once the beam of light entered them, something strange began happening. It appeared as though their very souls were being taken, (which is entirely possible). An odd pink mist was floating from them, their mouth, nose, and eyes, and gravitating towards Fluttershy, who promptly absorbed it.

This process took a few minutes, but soon, every pony there was drained of, well, whatever that was. Every last bit of color was gone, even from the area around them, and they collapsed into a heap.

"Finally, I have absorbed the love, of every pony in ponyville, and soon, the rest of equestria will bow down before me." She retreated into the house, and emerged with the outfit that Rarity, (Who was now lying in a heap with the rest of Ponyville) had made for her. Quickly, she put it on. It was beautiful, in an extremely scary way. The kind of beauty that strikes fear into the heart of anypony who views it. A tight black dress, covered in red and silver swirls, and a collar that arched back, giving the wearer the appearance of having a long, terrifying neck. She stared down at the lifeless ponies before her.

"Seeing as how there are no ponies left to see me, I can finally rid myself of this ghastly form. The shy, innocent pony act was getting on my nerves."

In a flash, literally, Fluttershy disappeared, or, at least, what you thought was Fluttershy. In her place, stood none other than queen Chrysalis.

"I vowed that I would find a big enough source of love to feed my changeling army, and now my goal is, _COMPLETE!_" She turned around.

"Now there is only one more thing to take care of"

Using her magic, she destroyed the front of Fluttershy's cottage, leaving a pile of rubble in it's place, and walked to the basement door with long majestic strides. Angrily, she kicked it open, and floated down. The unconcious figure still in its place.

"Get up fool, I command you"

She lifted the lump up, and turned her over, her long pink mane covering her face, the butterflies adorning her flanks were just visible in the dim light.

"I suppose I should thank you. Because I used your form, I was able to put all of the ponies in this pathetic town under my spell. I guess nopony really cares about friendship, do they?"

With the last words, her voice grew more angry.

"I was able to control everypony, in a way that _Celestia _could only dream of. They were all under my command, and their love for me has made me stronger than anything! Now I am going to give you a choice. You may serve me, like all of the other ponies will, or, you can die."

The figure suspended in the magic grasp coughed, a small trickle of blood ran down her face.

"Controlling someone to get what you want isn't love, it's wrong, and you are a monster. Making *cough*..making somepony love you could never compare to the love that exists between true friends."

She fell into a coughing fit for a few minutes.

"Nopony will ever love you, because you are an evil creature, and you deserve to be destroyed. I would rather die than serve you."

With that, she spat a mouthful of blood into the changeling queens face.

"Insolent Pony!" Chrysalis screamed and threw Fluttershy back onto the floor. "I gave you a choice, serve me, or die. You have made your final mistake". The changeling queen lifted her hoof up, and positioned it over the injured pegasus' neck, planning to snap it with a single stomp.

"You know, *cough*, no matter what you do, there will always be someone there, some where who can stop you. You can't understand the p-power of friendship, you monster..."

The queen was enraged. "How dare you insult me! Just for that, this wont be over quickly!"

She removed her hoof, and instead pointed her jagged horn at Fluttershys stomach.

Fluttershy looked away from the queens face, to the top of the stairs. Just feet away, were all of her friends, all taken by the evil Changeling. Smiling, she turned back.

"Any last words, Pony brat?"

Fluttershy nodded. With what she thought would be her final breath, she screamed,

"RAINBOW DASH! NOW!"

In less that a second, 3 things happened.

1. Rainbow Dash, whom Fluttershy has seen at the top of the stairs flew into the room.

2. Using all of her speed and power, she kicked Chrysalis in the back of the neck.

3. The Queen's horn plunged into Fluttershy, a harsh tearing sound emerged, along with a spray of blood.

The changeling queen realized, as she lay on the floor, that she had lost. She felt a gut wrenching snap, and knew that the ponies had won. With her last breath, she cursed all of pony kind, and closed her eyes for good. All of the love that she had absorbed left her, and returned to the ponies to whom it rightly belonged.

Rainbow Dash realized what had happened, and lifted the now corpse of the queen off of, and out of her friend.

Fluttershy could feel her vision fading. Gasping for air, she managed one final sentence.

"Dash...thank y-you..."

Fluttershy awoke, her vision blurry, the pain in her stomach immeasurable, but she awoke. Moaning, she turned her head, and saw what looked like a bright blue cloud. Then again, everything looked like a cloud to her right then, between the painkillers, and the fact that her eyes had been closed for days, it was surprising that she could see anything.

"Hey there, sleepy head." said the cloud.

_"Weird, that cloud sounds like Rainbow..."_

"How are you feeling?" The cloud reached over and stroked Fluttershy's cheek, gently.

"Nuuhg...uunn..." Which roughly translates to, _"Im freakin' high on painkillers leave me alone"_

A nurse pony stuck her head through the door.

"Excuse me, Ms. Dash? Fluttershy needs to rest."

"Oh, I understand" The cloud floated away, and the door closed.

_"Bye bye cloud..."_

Rainbow walked back into the hallway, and sat down with the other ponies in the seats outside the hospital room. Sighing, she sank back into a chair.

"How is she doing?" Rarity asked, not paying attention to her mane for once.

The pegasus replied. "The wound healed up, but she still has to recover after the whole locked in a basement for weeks thing."

"Oh, I feel simply awful, why didn't we notice that it wasn't really her? And for weeks! Im ashamed.." Lamented the white unicorn.

The rest of the ponies, Applejack, Pinkie Pie And Twilight agreed.

Among the guests in the hospital that day had been one in particular that stood out. She was no ordinary pony. She was twice as tall as a regular pony, and her long white horn made her seem even taller. Pure white wings were tucked in at her sides. The Princess of the Sun, Celestia.

Flanked by two of her royal guards, she sat facing Twilight.

"I am very sorry that all of this happened. I was sure that Shining Armor had gotten rid of Chrysalis and once and for all, but I was mistaken."

Silence reigned in the hallway as the ponies waited for the princess to finish her thoughts,

"Rainbow Dash, may I have a word with you, privately?"

The pegasus, who was only half listening, sat up abruptly.

"O-of course Princess".

The two stood, and began walking down the hall.

"Miss Dash, you truly showed the power of true friendship when you faced Chrysalis. The powerful friendship that you and Fluttershy share truly is magic"

Rainbow looked at her hooves, silently. She was lost in thought.

"I see.. You have also been shown the pain that comes with taking a life. There are many things I hope that my subjects will never have to experience. That is one of them. I hope that you wont these events affect you in the future."

Dash looked up, her eyes filled with tears.

"T-thank you princess... I.. I never want to feel something like that again. I know it had to be done, but...but I'll never be able to get that moment out of my head.." She began to cry, her tears making soft sounds as they hit the floor.

"I know what you are feeling all too well Rainbow. I have been around a long time, and I have had to make choices that have hurt others. I was strong, and I made it through, I believe you can too. I've never met a pegasus that was tougher than you."

She looked down at her, smiling gently, and put her foreleg over Dash's shoulders. She said nothing, the action said more than words ever could.

A few weeks later~~

Life in Ponyville resumed as it had. Everypony was back to normal, their emotions restored, and the threat of being enslaved averted. Fluttershy was back to normal too. Celestia had helped to fix her house, and removed the basement, lest the memory haunt Fluttershy.

There was, however, one Pony who had not yet recovered from the events a few weeks ago. Since then, Rainbow Dash had sat in her cloud house, isolating herself from the rest of the town. She sat in silence, replaying that fateful days events over and over in her head.

Over and over.

Hello everypony. First, I wanna do a shout out to Najee, thanks for the input bro. Appreciate it. Second, yeah, this chapter was pretty intense, I liked writing it. There will be, maybe 2 more chapters in this story, and then I can finally get back to Sam and Ren.

Until next time, Ren the Umbreon, signing off

_*boop*_


	5. Chapter 5

Terrible time for an authors note. This story is done. Finished. Over. I had a lot of fun writing it, but I feel like it ended itself naturally. I tried time and time again, but I couldn't seem to write a fifth chapter, Well, I have a lot more stories up my sleeve, and I hope you can all forgive me for how short lived sharing desire was. Ren the Umbreon, signing off.

*blank screen*


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